CMA standards Council's supporting policies

A person shall be deemed NOT to be
independent if:

They are able to individually dictate the operations of the organisation similar to an
employee or staff member. A person who is an uncompensated CEO, for instance, is not independent.

They are related to staff members or other members of the governing body. Relevant relationships for
the purposes of this policy include spouse, partner, parents, brothers and sisters, children, grandchildren, and spouses or partners of brothers, sisters, children, and grandchildren.

They report to, or are subordinate to, employees or staff members of the organisation.

They report to, or are subordinate to, other members of the governing body.

They receive a material amount for consulting or speaking, or for any other engagement by the
organisation.

They have ownership or managerial relationships with firms that have material financial dealings with the
organisation, its officers, members of its governing body or key employees.

They are the legal counsel, related to the legal counsel (see 3 above), or are employed by the firm that is the legal counsel of the organisation.

They are the Auditors, related to the Auditors (see 3 above), or are
employed by the auditing firm of the organisation.

Governing Body Remuneration

CMA
believes that being a member of the governing body of a Christian church,
charity or not-for-profit organisation is a vital and serious role, and one
that should be pursued out of altruism and commitment to the purposes of the
organisation, rather than for personal financial gain.

At the same
time, CMA recognises that in very large organisations, or in special high-risk
sectors, the degree of skill, the associated risks, and the time commitment
needed to properly fulfil an onerous governance role means that a prohibition
on remunerating members of the governing body may seriously limit the pool of
candidates, and thus diminish the overall governing effectiveness of the
organisation.

In
recognition of this tension, CMA has determined that the following policies
must be followed in order for certification to be permitted:

Fees for
members of the Governing Body

As a general rule, no member of the governing body may
receive, either directly or indirectly, any salary, wages, or other amount for
performing their governing role. This shall not preclude the reasonable reimbursement
of expenses incurred by members in meeting their governing obligations

The exception to
#1 is members who are also paid staff of the organisation, such as the CEO or
CFO. The payment of a staff salary shall not be grounds for exclusion from the governing
body under #1.

A further exception may be for very large, complex
and high revenue organisations where the members of the governing body are
required to make very significant commitments of time as part of their role.

Members of the Governing Body as Consultants

Whenever a member
of the governing body or a firm that a member has a material relationship with is
engaged in a paid consulting role by an organisation, the details of the consulting
agreement must be documented, disclosed to and approved by the full governing
body, signed by the chair or an authorised member, and recorded in a register
for periodic review.

Whenever such
consulting agreement exceeds the total amount of $10,000 in a single financial year,
the governing body must take such steps as may be appropriate to assure
themselves that the fee is reasonable in terms of market comparisons.

Disclosure

The organisation must annually disclose the total
amount paid under #1, and (separately) the total amount paid under #4, in its
annual report, or in whatever publication is used as the vehicle to communicate
annual results to supporters and stakeholders.

Excellence In Remuneration-Setting

The governing body of
every organisation must approve the total remuneration package of the CEO (or
equivalent) every time that remuneration package is changed, and in any event
at least every three years, and must also approve the remuneration package of
any member of the CEO’s family who is employed by the organisation or any of
its subsidiaries or related entities. The approvals must be documented in the
minutes.

The following remuneration-setting
process is required for the CEO of the organisation, and for any employee or
contractor with a total annual remuneration package over $150,000:

All members of the governing body or the committee of the governing body making the decision regarding the remuneration
package must be independent and non-executive. The CEO may participate in the decision making process for other employees or contractors.

The governing body or committee must take reasonable steps to obtain reliable comparability data with respect to the
position for which remuneration is being set. Such comparability data must be for: functionally comparable positions; organisations as similar as possible to the organisation; and be updated at least every three years.

The effect of any FBT or other taxation exemptions or benefits must be considered when making comparisons.

The governing body or committee must determine the appropriate remuneration package taking into consideration the
comparability data referred to above, as well as the skills, talents, education, experience, performance, and knowledge of the person whose remuneration is being set.

If the process described above is conducted by a
committee, the governing body must affirm, ratify, or otherwise approve the
total remuneration package. No member of the governing body who is an executive
of the organisation or who is not independent may be involved in approving the remuneration
packages covered by this policy save that the CEO may participate in the
decision making process for other employees or contractors.

Excellence In Handling Conflicts of Interest

The governing body of
every organisation must properly address conflicts of interest and related-party
transactions. A member of the governing body must immediately disclose any
conflict of interest he or she may have in connection with a proposed business
transaction or decision, in which case the governing body must ensure that:

All parties with a conflict of interest
(direct or indirect) are excluded from the discussion and vote related to
approval of the transaction or decision;

The organisation obtains reliable
comparability information regarding the terms of the transaction from appropriate
independent sources such as competitive bids, independent appraisals, or
independent expert opinions;

The governing body affirmatively determines
that entering into the transaction or decision is in the best interests of
the organisation; and

The organisation documents the elements
described above, as well as the governing body’s approval of the transaction or
decision

A number of well-regarded Christian ministries offered (or were approached) to be part of a pilot program, which was successfully concluded after the launch in November 2017. This pilot program enabled us to test the systems with live data, examine the Standards in a live working environment, and iron out any wrinkles in a collaborative test environment. On 16 November 2017 the CMA Standards Council was officially launched at a major event in Melbourne and is now "open for business" to accept applications for accreditation from all worthy Christian organisations. Apply online here.

Contact us to request an information pack, make an inquiry, or get connected.